VOLITIONRX (VNRX) CFO awarded 202,000 RSUs in lieu of cash pay

Rhea-AI Filing Summary

Hughes Terig reported acquisition or exercise transactions in this Form 4 filing.

VOLITIONRX LTD Chief Financial Officer Terig Hughes reported an equity compensation grant rather than a market trade. On February 26, 2026, he was awarded 202,000 restricted stock units (RSUs) under the company’s 2024 Stock Incentive Plan in lieu of cash compensation otherwise owed.

The RSUs will be earned in twelve approximately equal monthly installments starting March 1, 2026. All earned RSUs are then subject to additional time-based vesting in a single installment on February 26, 2027, generally conditioned on Mr. Hughes’ continued service. Upon vesting and settlement, he will receive an equivalent number of common shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hughes Terig

(Last) (First) (Middle)

1489 WEST WARM SPRINGS ROAD

SUITE 110

(Street)

HENDERSON NV 89014

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VOLITIONRX LTD [ VNRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/26/2026		A		202,000(1)	A	$0	684,970	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On February 26, 2026, the reporting person was awarded 202,000 restricted stock units ("RSUs") under the Issuer's 2024 Stock Incentive Plan in lieu of cash compensation that would otherwise have been owed to the reporting person. The RSUs will be earned in twelve approximately equal monthly installments commencing on March 1, 2026. Once earned, they will remain subject to additional time-based vesting in a single installment on February 26, 2027, and are generally subject to continued service by the reporting person throughout each applicable earning and vesting date. Upon vesting and settlement, the reporting person will receive a number of shares of common stock equal to the number of RSUs that have been earned and vested as of the vesting date.

Remarks:

	/s/ Terig Hughes	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did VOLITIONRX LTD (VNRX) disclose for Terig Hughes?

VOLITIONRX LTD disclosed that Chief Financial Officer Terig Hughes received 202,000 restricted stock units as an equity award. These RSUs were granted instead of cash compensation he otherwise would have received, reflecting a shift toward stock-based pay for this period.

How many RSUs did VNRX’s CFO receive and under which plan?

The CFO received 202,000 restricted stock units under VOLITIONRX LTD’s 2024 Stock Incentive Plan. This grant represents compensation paid in equity, aligning his interests with shareholders through future ownership of common stock upon vesting and settlement.

How will the 202,000 RSUs for VNRX’s CFO be earned over time?

The 202,000 RSUs will be earned in twelve approximately equal monthly installments starting March 1, 2026. Each monthly portion becomes eligible for later vesting, subject to continued service requirements through the specified earning and vesting dates.

When do the awarded RSUs to VNRX’s CFO fully vest?

All earned RSUs are subject to additional time-based vesting in a single installment on February 26, 2027. Full vesting depends on the CFO’s continued service through that date, after which vested RSUs can be settled into common shares.

Does the VNRX CFO’s RSU grant involve an immediate cash transaction or market trade?

The RSU grant does not involve an immediate cash transaction or open-market trade. It is an equity award granted at zero price per unit in lieu of cash compensation, to be settled later in common shares once earned and vested.

What does the VNRX CFO receive upon vesting and settlement of the RSUs?

Upon vesting and settlement, the CFO will receive common shares equal to the number of RSUs earned and vested as of the vesting date. This converts his stock-based compensation into actual share ownership in VOLITIONRX LTD.